Minutes no 44 kept at the Annual General

Meeting of Elekta AB (publ), 556170-4015,

Thursday 25 August 2022 in Stockholm

§ 1 Opening of the Meeting

On behalf of the Board of Directors the Meeting was opened by the attorney-at-law Victoria Skoglund.

§ 2 Election of the Chair of the Meeting

Victoria Skoglund was also elected as the Chair of the Meeting.

It was noted that the Company's Deputy General Counsel, Cecilia Swolin, was appointed to keep the minutes of the Meeting.

Furthermore, it was noted that the Meeting has been held according to sections 20 and 22 of the Act on temporary exemptions in order to facilitate the conduction of general meetings (Sw. lag (2022:121) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor); meaning that the Meeting has been carried out through postal voting with no possibility to attend in person.

The Notice to attend the Meeting is appended as Appendix 1.

The advance voting form used for the postal voting is appended as Appendix 2.

A compilation of the overall result of the postal votes, at each agenda item that is covered by postal voting, is appended as Appendix 3, which include the information prescribed in section 26 in the abovementioned Act.

§ 3 Preparation and approval of the list of shareholders entitled to vote at the Meeting

A list, Appendix 4, was approved as the voting list for the Meeting.

§ 4 Approval of the agenda

The Agenda in Appendix 1 was approved.

§ 5 Election of one or two persons to approve the minutes

The Meeting resolved to appoint Per Colleen, representative for Fourth AP fund, and Filippa Gerstädt, representative for Nordea Funds, to approve the minutes of the Meeting together with the Chair.

§ 6 Determination of whether the Meeting has been duly convened

It was noted that the Notice to attend the Meeting had been announced in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) on Tuesday 26 July 2022 and had been made available on the Company's website on Thursday 21 July 2022, and that the issuance of the notice was announced in Svenska Dagbladet on Tuesday 26 July 2022.

It was noted that the Meeting had been duly convened.

  • 7 Presentation of the Annual Report and the Auditor's Report and the consolidated accounts and the Auditor's Report for the Group

It was noted that the annual report, auditor's report, consolidated accounts and the auditor's report on the consolidated accounts for the 2021/2022 fiscal year together with the auditor's report pursuant to Chapter 8, section 54 of the Swedish Companies Act had been presented by having been held available on the Company's website and at the Company's headquarter.

  • 8 Resolution concerning adoption of the balance sheet and income statement and the consolidated balance sheet and consolidated income statement

The Meeting resolved, in accordance with the recommendation of the Company's auditor, to adopt the balance sheet and income statement and the consolidated balance sheet and consolidated income statement.

  • 9 Resolution concerning dispositions of the Company's earnings pursuant to the adopted balance sheet and determination of the record day for dividend

The Meeting resolved, in accordance with the Board of Directors' proposal and in accordance with the recommendation of the Company's auditor, to approve that of the Company's unappropriated earnings, SEK 2,020,170,409, an amount representing SEK 2.40 per share, shall be distributed as dividend to the shareholders and that the remaining unappropriated earnings will be carried forward. It was also resolved that, in accordance with the Board of Directors' proposal, that dividend shall be divided into two payments of 1.20 SEK per payment and that the first record day for dividend is on Monday 29 August 2022 and that the second record day for dividend is on Monday 27 February 2023. It was noted that the payment of the dividend is estimated to be made, through Euroclear Sweden AB, on Thursday 1 September 2022 and on Thursday 2 March 2023 respectively.

  • 10 Resolution concerning the discharge of the Directors and the President and CEO from personal liability

The members of the Board of Directors and the President/CEO were discharged from liability for their administration during the 2021/2022 fiscal year.

It was noted that none of the members of the Board of Directors and the President/CEO, who own shares in the Company, participated in this resolution as far as it concerned themselves, and that the Company's auditor had recommended the resolution to discharge the Directors and the President/CEO from personal liability.

§ 11 Determination of the number of Directors and any deputy Directors

The Meeting resolved that the Board of Directors, for the period until the next Annual General Meeting, shall consist of eight Directors, without deputy Directors.

§ 12 Determination of the fees to be paid to the Directors and the Auditor

The Meeting resolved, in accordance with the Nomination Committee's proposal, of increased fees to the Board of Directors, and increased remuneration for committee work. It was resolved that fees for the period until the next Annual General Meeting shall be paid to the Board of Directors with a total of SEK 6,015,000 (5,040,000), of which SEK 1,500,000 (1,410,000) to the Chair of the Board of Directors and SEK 645,000 (605,000) to each non-executive Director.

Further, the Meeting resolved that remuneration for committee work for the period until the next Annual General Meeting, shall be paid with SEK 140,000 (135,000) to the Chair of the Compensation & Sustainability Committee and SEK 95,000 (90,000) to any other member of the Compensation & Sustainability Committee and SEK 265,000 (250,000) to the Chair of the Audit Committee, and SEK 170,000 (160,000) to any other member of the Audit Committee. It was resolved that no remuneration or compensation for committee work shall be paid to a Director employed by the Company.

The Meeting resolved that remuneration to the Auditor shall be paid according to an invoice approved by the Company.

§ 13 Election of Directors, Chair of the Board of Directors, and any deputy Directors

The Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect Laurent Leksell, Caroline Leksell Cooke, Johan Malmquist, Wolfgang Reim, Jan Secher, Birgitta Stymne Göransson and Cecilia Wikström, and to elect Kelly Londy, as Directors for the period until the end of the next Annual General Meeting.

Laurent Leksell was re-elected as the Chair of the Board of Directors.

It was noted that information regarding the proposed Directors' assignments in other companies had been available on the Company's website.

§ 14 Election of Auditor

The Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect the registered public accounting firm Ernst & Young AB ("EY") as the Company's Auditor for the period until the end of the next Annual General Meeting. EY has informed the Nomination Committee that if EY is elected, the Authorized Public Accountant Rickard Andersson will be appointed as auditor in charge.

§ 15 Resolution regarding approval of the renumeration report

The Meeting resolved, in accordance with the Board of Directors' proposal, to approve the Board of Directors' renumeration report for renumerations in accordance with Chapter 8, section 53 a of the Swedish Companies Act.

  • 16 Resolution regarding (a) Performance Share Plan 2022 and (b) transfer of own shares in conjunction with the Performance Share Plan 2022

16 (a)

The Meeting resolved, in accordance with the Board of Directors' proposal, to adopt Performance Share Plan 2022, which was included in the Notice to attend the Meeting, Appendix 1.

16 (b)

The Meeting resolved, in accordance with the Board of Directors' proposal, on transfer of own shares in conjunction with the Performance Share Plan 2022, which was included in the Notice to attend the Meeting, Appendix 1.

It was noted that the resolution was made by the required majority (nine-tenths of both the votes cast and the shares represented at the Meeting).

  • 17 Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2020, 2021 and 2022

The Meeting resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to resolve upon the transfer of own shares in conjunction with the Performance Share Plan 2020, 2021 and 2022, which was included in the Notice to attend the Meeting, Appendix 1.

It was noted that the resolution was made by the required majority (two-thirds of both the votes cast and the shares represented at the Meeting).

  • 18 Resolution regarding (a) authorization for the Board of Directors to decide upon acquisition of own shares and (b) authorization for the Board of Directors to decide upon the transfer of own shares

18 (a)

The Meeting resolved, in accordance with the Board of Directors' proposal, on authorization for the Board of Directors to decide upon acquisition of own shares, which was included in the Notice to attend the Meeting, Appendix 1.

It was noted that the resolution was made by the required majority (two-thirds of both the votes cast and the shares represented at the Meeting).

18 (b)

The Meeting resolved, in accordance with the Board of Directors' proposal, on authorization for the Board of Directors to decide upon the transfer of own shares, which was included in the Notice to attend the Meeting, Appendix 1.

It was noted that the resolution was made by the required majority (two-thirds of both the votes cast and the shares represented at the Meeting).

§ 19 Resolution proposals by the shareholder Thorwald Arvidsson

The Meeting resolved not to approve the proposals from the shareholder Thorwald Arvidsson.

It was noted that Thorwald Arvidsson made reservations against the Meeting's decision.

§ 20 Closing of the Meeting

The Chair declared the Meeting closed.

At the Minutes:

Approved:

_________________________

_________________________

Cecilia Swolin

Victoria Skoglund

_________________________

_________________________

Per Colleen

Filippa Gerstädt

Appendix 1

This is an unofficial translation of the Swedish document. In case of any discrepancies between the Swedish document and this English translation, the Swedish document shall prevail.

NOTICE TO THE ANNUAL GENERAL MEETING OF ELEKTA AB (PUBL)

The shareholders of Elekta AB (publ), reg. no. 556170-4015, are hereby convened to the Annual General Meeting to be held on Thursday 25 August 2022.

Pursuant to temporary legislation, the Board of Directors has decided that the Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting shall be able to exercise their voting rights only by voting in advance, so-called postal voting. Information on the resolutions passed at the Meeting will be published on Thursday 25 August 2022, as soon as the result of the advance voting has been finally confirmed.

RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY

Shareholders wishing to attend the General Meeting through postal voting must:

  • be registered as shareholders in the share register maintained by Euroclear Sweden AB as of Wednesday 17 August 2022, and
  • give notice of their participation by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Euroclear Sweden AB no later than on Wednesday 24 August 2022.

Shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own names in the register of shareholders kept by Euroclear Sweden AB in order to participate in the Meeting. Such re-registration, so called voting right registration, must be completed no later than on Friday 19 August 2022, which means that shareholders well in advance prior to this date must instruct the nominee to carry out such action.

POSTAL VOTING

The shareholders may exercise their voting rights at the Meeting only by voting in advance, so-called postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for postal voting. The form is available on the Company's website, www.elekta.com. The postal voting form constitutes notification of participation in the Meeting.

The completed form, with any appendices, must be received by the company no later than on Wednesday 24 August 2022. The form may be submitted via e-mail to GeneralMeetingService@euroclear.comor by post to Elekta AB (publ), "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. Shareholders may also cast their postal votes electronically through BankID verification via Euroclear Sweden AB's website, https://anmalan.vpc.se/euroclearproxy. The shareholder may not make his or her vote conditional or provide other instructions to the Company on the form. If so, then his or her postal vote will be nullified.

In the postal voting form, shareholders may request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one tenth of all shares in the Company request it.

If the shareholder votes in advance by proxy, a signed and dated proxy shall be enclosed to the postal voting form. Proxy forms in Swedish and English are available on the Company's website, www.elekta.com. Proxy forms may also be obtained from the Company or be ordered from Euroclear Sweden AB by telephone using the phone number below. If the proxy is issued by a legal entity, a verified copy of the registration certificate or equivalent authorization document for the legal entity must

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Elekta AB published this content on 05 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2022 12:39:05 UTC.